Richardson Electrs Ltd SEC Filings

Richardson Electronics (RELL) filed a Form S-8 to register 2,000,000 shares of common stock for issuance under its Amended and Restated 2011 Long‑Term Incentive Plan, following stockholder approval of an amendment on October 7, 2025.

The filing uses General Instruction E to add shares to a previously registered plan, incorporating prior S-8s from 2012, 2015, 2018, and 2020 by reference. This registration supports future equity awards to employees, directors, and other eligible participants under the plan.

Richardson Electronics (RELL) director reported an open market sale of 4,200 shares of common stock at $11.3337 per share on October 16, 2025 (Transaction Code S). After the sale, the reporting person beneficially owned 14,345 shares, held directly. The filing was made by one reporting person.

Richardson Electronics (RELL) disclosed insider transactions by its CFO/CAO/Corporate Secretary, Robert J. Ben, on 10/14/2025. He exercised 2,000, 3,500, and 4,000 stock options at $5.61, $4.26, and $7.66, respectively, then sold 5,000 and 4,500 shares at $11.31 and $11.60. After these trades, he directly owned 62,034 common shares. Derivative holdings shown include 1,500 remaining options with a $7.66 exercise price expiring 07/19/2031.

Richardson Electronics (RELL) reported an insider transaction by COO and Director Wendy Diddell. On October 14, 2025, she executed a Transaction Code G, which is a bona fide gift, of 250 shares of common stock at a reported price of $0.

Following the transaction, her beneficially owned common stock stands at 127,044 shares, held directly. The filing notes that Mrs. Diddell disclaims all beneficial and pecuniary interests in connection with this gift.

Richardson Electronics, Ltd. reported modest revenue growth and improved profitability in the first quarter of fiscal 2026. Net sales rose to $54.6 million, up 1.6% from $53.7 million a year earlier. Gross margin increased to 31.0% from 30.6%, supporting higher operating leverage.

Selling, general and administrative expenses were $16.0 million or 29.2% of sales versus $16.1 million or 30.0% a year ago. Operating income improved to $1.0 million from $0.3 million, and net income rose to $1.9 million from $0.6 million. The company disclosed a 10-year global supply agreement to supply repaired Siemens CT X-ray tubes and an exclusive limited manufacturing arrangement for ALTA CT X-ray tubes for about twelve months. Management noted tax-law changes and is evaluating the future impact on results and cash flows.

Wendy Diddell, a director and the Chief Operating Officer of Richardson Electronics, Ltd. (RELL), amended a prior Form 4 to correct an incorrect gift disposition entry. The amendment clarifies that no gift of 250 shares occurred and confirms that as of August 15, 2025 she beneficially owned 127,294 shares of common stock. The Form 4/A notes the earlier mistaken filing dated August 19, 2025 and is signed by an attorney-in-fact on September 10, 2025. The filing contains no new trades or derivative transactions; it solely corrects ownership reporting.

Richardson Electronics, Ltd. filed a definitive proxy (DEF 14A) presenting six proposals for shareholder action, including election of director nominees and routine matters. Shareholders were asked to ratify BDO USA, P.C. as the independent registered public accounting firm for fiscal 2026 and to approve, on an advisory basis, the compensation of Named Executive Officers. The company sought approval to increase shares under its Amended and Restated 2011 Long-Term Incentive Plan and to amend its Certificate of Incorporation to raise authorized common stock. The filing discloses ownership stakes for institutional holders such as BlackRock (892,375 shares), DDD Partners (1,161,625), Dimensional (939,058), Royce (1,248,276) and Vanguard (686,204), and describes equity award accounting (ASC 718) and vesting terms with market value per share at $8.95 as of May 30, 2025.

Wendy Diddell, who is listed as both a director and the Chief Operating Officer of Richardson Electronics, Ltd. (RELL), reported a transaction dated 08/15/2025. The Form 4 shows a disposition of 250 shares of the issuer's common stock recorded as a gift with a reported price of $0. After the transaction she is reported to beneficially own 127,044 shares. The filing includes an explanatory statement that the transfer "represents a bona fide gift" and that Mrs. Diddell disclaims all beneficial and pecuniary interests. The form was signed by an attorney-in-fact on 08/19/2025.